HomeMy WebLinkAboutAGMT - Seal Beach Swim Club (McGaugh Pool) FACILITY LICENSE AGREEMENT
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City of Seal Beach
211 - 8th Street
Seal Beach, CA 90740
Seal Beach Swim Club
P.O. Box 605
Seal Beach, CA 90740
(562) 430-1092
This Facility License Agreement ("Ageement") is made as of September 23, 2013 (the
"Effective Date") by and between the City of Seal Beach, a California charter city ("City"), and
Seal Beach Swim Club ("Licensee"), a Not for Profit USA Swimming swim team. City and
Licensee are referred to herein collectively as the "Parties" and each individually as a "Party."
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RECITALS
1. City operates the pool at McGaugh Elementary School, located at 1698 Bolsa
Avenue, Seal Beach ("McGaugh Pool"), pursuant to a joint use agreement with the Los Alamitos
Unified School District("School District").
2. Licensee wishes to use the McGaugh Pool for recreational purposes.
NOW, THEREFORE, CITY AND LICENSEE AGREE AS FOLLOWS:
AGREEMENT
Section 1. Grant of License
1.1 City grants to Licensee a license to use the McGaugh Pool (hereinafter the
"Premises") subject to the terms and conditions of this Agreement. Licensee shall not use the
Premises in any manner contrary to or inconsistent with the terms of this Agreement without
City's prior written consent.
1.2 No Leasehold. No legal title or leasehold interest in the Premises is created or
vested in Licensee by the grant of this License.
Section 2. Consideration
2.1 Facility License Fee. Licensee shall pay City a facility license fee of $550 per
month, for use of the Premises in accordance with the Schedule of Use set forth in Exhibit A to
this Agreement, which is attached hereto and incorporated by this reference (hereinafter the
"Schedule of Use"). Licensee shall pay the facility license fee in advance before the 1st day of
the month. The monthly license fee shall automatically increase by 2% on July 1 of each year
this Agreement is in effect.
2.2 Licensee shall pay the City's standard and customary use fees to use the Premises
at anytime outside the Schedule of Use.
Section 3. Term and Termination
3.1 The operating term of this Agreement shall begin as of the Effective Date and
continue until terminated as provided in this Agreement.
3.2 Either Party may terminate this Agreement without cause by giving 30 days
written notice to the other Party.
3.3 City may terminate this Agreement upon 10 days' notice to Licensee if Licensee
fails to provide satisfactory evidence of renewal or replacement of comprehensive general
liability insurance as required by this Agreement at least 20 days before the expiration date of the
previous policy.
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Section 4. Relationship of the Parties
4.1 The only relationship created by this Agreement is of that of licensor and licensee.
Neither City nor any of its officers, employees, or agents shall have control over the means of
service or means of production of Licensee or any of its officers or agents, or employees acting
within the scope of employment by Licensee. Licensee is solely responsible for all aspects of its
programs and operations including, without limitation, its use of the Premises. Licensee shall
not, at any time or in any manner, represent that it or any of its officers, agents, or employees are
in any manner agents or employees of City acting within the scope of employment by City.
Section 5. Use of Premises
5.1 Schedule of Use. Licensee's license to use the Premises is limited to the days,
times, and portions of the Premises set forth in the Schedule Use. City reserves the right to use,
sublease, or license the Premises to third parties, so long as such third party use, sublease, or
license does not conflict with Licensee's use of the Premises according to the Schedule of Use.
Licensee is aware and acknowledges that the Schedule of Use is subject to change to meet the
scheduling and maintenance needs of the School District and agrees to indemnify and hold City
harmless for any such changes to the Schedule of Use. Licensee may request to use the Premises
outside the Schedule of Use, subject to City's approval.
5.2 Licensee Personnel. All of Licensee's employees and all persons acting as
coaches shall complete and maintain a current Level 2 background check by USA Swimming.
5.3 Lifeguards on Duty. Licensee must at all times while it uses the Premises provide
one lifeguard on duty when it is using the Premises in accordance with the Schedule of Use.
Every lifeguard provided by Licensee must have a current lifeguard certification from the
American Red Cross or have successfully completed USA Swimming's Safety Training for
Swim Coaches. Prior to any person acting as a lifeguard, Licensee must deliver a copy of that
person's certification to the City's Marine Safety Chief.
5.4 No Equipment Storage. Licensee must not leave or store any personal property—
including but not limited to sporting equipment—on or at the Premises when it is not using the
Premises pursuant to this Agreement.
5.5. Cleaning the Premises. Licensee must leave the Premises in a neat and orderly
condition after every use, which shall include but not be limited to cleaning the pool deck and
picking up and removing all trash.
5.6 No Unlawful Uses. Licensee shall only be permitted to use the Premises for
recreational, wellness, and educational opportunities for youth and Licensee shall not use the
Premises for any immoral or unlawful purpose.
5.7 Preservation of Insurance. Licensee shall not commit any acts on the Premises,
nor use the Premises in any manner that will cause the cancellation of any fire, liability, or other
insurance policy insuring the Premises or the improvements on the Premises.
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5.8 No Waste or Nuisance. Licensee shall not commit any waste or any public or
private nuisance upon the Premises.
5.9 Legal Compliance. Licensee shall not violate any law, rule, or order of any
federal, state, or municipal government or agency that may be applicable to use of the Premises.
5.10 Vacating Premises. On or before the effective date of termination of this License,
Licensee shall vacate the Premises, remove all of Licensee's personal property from the
Premises, and leave the Premises in good order and repair, subject to the satisfaction of City.
Section 6. Indemnity, Hold Harmless, and Duty to Defend
6.1 Licensee shall defend, indemnify, and hold the City, the School District, and their
respective officials, officers, employees, volunteers and agents serving as independent
contractors in the role of City or School District officials (collectively "Indemnitees") free and
harmless from any and all claims, demands, causes of action, judgments, penalties, costs,
expenses, liabilities, losses, damages, or injuries, in law or equity, to property or persons,
including wrongful death, in any manner arising out of or incident to any acts or omissions of
Licensee, its officers, agents, contractors, employees, guests, or invitees in connection with the
performance of this Agreement or use of the Premises, including without limitation the payment
of all consequential damages and attorneys' fees and other related costs and expenses, except for
such loss or damage arising from the sole negligence or willful misconduct of the City or School
District. With respect to any and all such aforesaid suits, actions, or other legal proceedings of
every kind that may be brought or instituted against Indemnitees, Licensee shall defend
Indemnitees with counsel reasonably satisfactory to Indemnitees, at Licensee's own cost,
expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered
against Indemnitees. Licensee shall reimburse Indemnitees for any and all legal expenses and
costs incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Licensee's obligation to indemnify shall not be restricted to insurance proceeds, if
any, received by Licensee or Indemnitees. All duties of Licensee under this Section shall survive
termination of this Agreement.
Section 7. Insurance
7.1 Licensee shall not commence any use of the Premises until it has provided
evidence satisfactory to the City that Licensee has secured all insurance required under this
Section. Licensee shall furnish City with original certificates of insurance and endorsements
effecting coverage required by this Agreement on forms satisfactory to the City. The certificates
and endorsements for each insurance policy shall be signed by a person authorized by that
insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested.
All certificates and endorsements shall be received and approved by the City before use of the
Premises commences. The City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
7.2. Licensee shall, at its expense, procure and maintain for the duration of the
Agreement, insurance against claims for injuries to persons or damages to property that may
arise from or in connection with the use of the Premises. Insurance is to be placed with insurers
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with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and
satisfactory to the City. Coverage shall be at least as broad as the latest version of the following:
(I) General Liability: Insurance Services Office Commercial General Liability coverage
(occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto
Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional
Liability. Licensee shall maintain limits no less than: (1) General Liability: $2,000,000 per
occurrence for bodily injury, personal injury and property damage and if Commercial General
Liability Insurance or other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to this Agreement/location or the general aggregate limit
shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident
for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per
claim/aggregate.
7.3. The insurance policies shall contain the following provisions, or Licensee shall
provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not
be suspended, voided, reduced, or canceled without 30-days prior written notice to City by
certified mail, return receipt requested; (2) any failure to comply with reporting or other
provisions of the policies, including breaches of warranties, shall not affect coverage provided to
the City, its directors, officials, or officers; (3) coverage shall be primary insurance as respects
the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall
stand in an unbroken chain of coverage excess of the Licensee's scheduled underlying coverage
and that any insurance or self-insurance maintained by the City, its directors, officials, officers,
employees, agents and volunteers shall be excess of the Licensee's insurance and shall not be
called upon to contribute with it; (4) for general liability insurance, that the City, its directors,
officials, officers, employees, agents and volunteers shall be covered as additional insureds with
respect to the services or operations performed by or on behalf of the Licensee, including
materials, parts or equipment furnished in connection with such work; and (5) for automobile
liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be
covered as additional insureds with respect to the ownership, operation, maintenance, use,
loading or unloading of any auto owned, leased, hired or borrowed by the Licensee or for which
the Licensee is responsible.
7.4. All insurance required by this Section shall contain standard separation of
insureds provisions and shall not contain any special limitations on the scope of protection
afforded to the City, its directors, officials, officers, employees, agents, and volunteers.
7.5. Any deductibles or self-insured retentions shall be declared to and approved by
the City. Licensee guarantees that, at the option of the City, either: (1) the insurer shall reduce or
eliminate such deductibles or self-insured retentions as respects the City, its directors, officials,
officers, employees, agents, and volunteers; or (2) the Licensee shall procure a bond
guaranteeing payment of losses and related investigation costs, claims and administrative and
defense expenses.
Section 8. Notices
8.1 All notices and demands that may be required or permitted by this Agreement
must be made in writing. All notices and demands must be sent by national overnight delivery
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service (e.g., Federal Express) or certified U.S. mail, return receipt requested, to the addresses
specified below, or to any other place that the respective party may from time to time designate
in a notice to the other.
If to City: City of Seal Beach
211 8th Street
Seal Beach, CA 90740
Ann: City Manager
If to Licensee: Seal Beach Swim Club
P.O Box 605
Seal Beach, CA 90740
Attn: Maria Fattal
8.2 Actual notice shall be deemed adequate notice on the date actual notice occurred,
regardless of the method of service.
Section 9. Miscellany
9.1 Entire Agreement. This Agreement contains the entire agreement between the
parties hereto with respect to the subject matter hereof, and any other purported agreement made
shall be ineffective to change, modify, discharge, or effect an abandonment of this Agreement in
whole or in part unless such purported agreement is in writing and signed by the party against
whom enforcement is sought.
9.2 Applicable Law. This Agreement shall be governed and interpreted in accordance
with the laws of the State of California.
9.3 Counterparts. This Agreement may be executed in multiple counterparts each of
which shall be deemed an original for all purposes.
9.4 Severability. The invalidity in whole or in part of any provisions of this
Agreement shall not void or affect the validity of the other provisions of this Agreement.
9.5 No Third Party Rights. No third party shall be deemed to have any rights
hereunder against either Party as a result of this Agreement.
9.6 Waiver. No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or
service voluntarily given or performed by a Party shall give the other Party any contractual rights
by custom, estoppel, or otherwise.
9.7 Assignment Prohibited. This Agreement is personal to Licensee and shall not be
transferred or assigned. Any attempt by Licensee to transfer or assign this Agreement shall
result in its automatic termination.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
CITY OF SEAL BEACH
By: '\ r C,
dill R. Ingram, City ager
ATTEST:
By: (1_)//t.4
Li nda De ine, Cit�lerk
APPROVED AS TO FORM:
BY: s a ifra a /
es
M. Bad, City Attorney
SEAL BEACH SWIM CLUB
BY: `1k— 0
Name: Li a 67Th `
Title: /14e0A6s.n_..,j - - > a+ Sc,.DrM ccos
By:
Name:
Title:
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Exhibit A
Schedule of Use
• Six lap swimming lanes will be reserved for the exclusive use of the Seal Beach Swim
Club, Monday through Thursday of every week, from 4:00 pm to 5:30 pm during the
school year.
• Summer use hours will be Monday through Thursday of every week, from 5:00 pm to
6:30 pm.
• Use of the pool by the Seal Beach Swim Club at any other time is not included in this
Schedule of Use.
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